


All Good Things Come In Threes

by shirasade



Category: Roswell (TV)
Genre: Early Work, F/M, M/M, Multi, Polyamory, Smut, Threesome, Threesome - F/M/M, Unfinished and Discontinued
Language: English
Status: In-Progress
Published: 2001-07-08
Updated: 2001-07-08
Packaged: 2017-10-26 13:51:52
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 13
Words: 16,225
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/283939
Author URL: https://archiveofourown.org/users/shirasade/pseuds/shirasade
Summary: <blockquote class="userstuff">
              <p>And boy, is Michael sexy! And that's why I didn't protest when he kissed me on that fateful night in Max's room but kissed him right back. NO, it was not the way you think it was. I didn't betray the man I've just described as my soulmate - and in his own room at that. In fact, Max held me in his arms and caressed my breasts as Michael kissed me.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> At heart I'm a Dreamer, but Michael is just too gorgeous, so I'm a Polarist too.  
> This is just a little fantasy of mine from Liz' POV (and my first Roswell fic). Michael and Maria never loved each other (I wouldn't want to hurt the pixie), and Tess and the whole destiny crap don't exist.  
> The title is a translated German proverb - I don't know if it has an equivalent in English, but it just fit the story so well.

Like every girl in school I had a crush on Michael Guerin at one point - I mean, just look at him, he's the prototype of the sexy loner. I dreamed of being the one to touch his soft spot, of looking into his normally hard and suspicious eyes and see right into his soul... And of spending nights of passion out in the desert with him. You know, the usual stuff.

But of course that was before I knew that he's an alien. And before I fell in love with Max, serious, handsome Max, who saved my life and who's also "not from this world" as he expresses it. My friend Maria and I call the three - Max's sister Isabel is an alien, too - the "Czechoslovakians".

After learning their secret our lives suddenly became very exciting and also very dangerous - but I wouldn't want anything else, because in Max I found my soulmate, my other half, my true love - everything you see in cheesy romantic movies is true for us.

That's one side of the story of Max and me, the other is the intense sexual attraction between us. I mean, the first time we kissed my world started spinning and I just melted into Max's strong arms. And he felt the same. It was really all we could do not to make love right then and there, on my balcony.   
After that we spent every minute we were alone in each other's arms, making out with a passion I had never before experienced. It didn't take too long until we gave each other our virginities, an act that cemented the bond we shared forever.

So I was a very happy and sexually satisfied woman. But still, every now and then I woke up sweating from an erotic dream of Michael, my boyfriend's best friend, the man Max shared most things with (including some weird alien genes). The problem was that he was even more attractive once I got to know him better. He's probably the most faithful person I've ever known, loyal to a fault and in his heart, buried under years of loneliness and neglect, he possesses the sensitive soul of an artist.   
Max I love because he's my soulmate, our minds work in similar ways, we understand each other without words. But Michael... He's everything I'm not, the typical bad guy, the rebel, to my responsible, serious straight-A science student. And boy, is Michael sexy!

And that's why I didn't protest when he kissed me on that fateful night in Max's room but kissed him right back.

NO, it was not the way you think it was. I didn't betray the man I've just described as my soulmate - and in his own room at that. In fact, Max held me in his arms and caressed my breasts as Michael kissed me.

But let's start at the beginning.

I was spending the night at the Evans' house, because Max's parents were out of town. Isabel slept at a friend's place. "I wouldn't be able to sleep here - the two of you make way too much noise!" had been her laughing good-bye.  
Max and I had dinner, enjoying each other's company. After that we worked in the living room on a biology project, until Max put the book down he was reading in, walked over to me and took away my pencil. He had this look in his eyes that could only mean one thing - work time was over. "Max?" I asked him anyway. "You know, Liz, I've spent this whole evening in the company of the sexiest woman alive in an empty house and haven't kissed her once..." And with that he pulled me to my feet and started kissing me - and as always I melted...

His tongue slipped into my mouth and started to play with mine, in turn teasing and thrusting. My hands sneaked behind Max's back, first to caress his neck and play with his soft hair, then I slowly made my way down until I reached his wonderful sexy butt. I grabbed him, pulling him as near to me as possible. He groaned as his erection pressed into my stomach. I smiled into his mouth - I loved the power I still had over him, no matter how many times we did this.

His lips left mine and he slowly made his way first to my left ear, sucking and whispering his love into it, then to my neck while he lifted my hips up against his hard-on and started to hump me. My panties were soaked and I rubbed against him, trying to release the pressure the felt, as I crossed my legs behind his back. Max backed me up against a dresser and started to open my blouse, kissing each revealed bit of skin as if he had never seen it before. "Oh Liz, you're wonderful!" he said breathlessly as he took off my bra. Then he claimed my breasts, caressing my hard nipples with mouth and hand, while his other hand opened my jeans and sneaked inside. For a second he stopped sucking my right nipple as he looked me in the eyes and said with wonder: "So wet, and all for me!" I smiled and tried to return his adoring gaze, which was quite hard, because his talented fingers had found my clit and rubbed it gently. "Yes, all... all for you, Max!" I managed to say with difficulty as his loving ministrations brought me nearer and nearer to the edge. I felt two of his fingers find my opening, slipping inside and I started to pant and moan, holding his head firmly to my breasts. "Yes! - Max! - Harder! - Oh SHIT!" A third finger had joined the others inside of me while his dumb rubbed my clit in circles. I exploded, everything went blank for a moment and my head fell limply on Max's shoulder.

He held me close until the tremors that shook me had subsided, then he kissed me, first tenderly, but quickly I deepened our kiss. Our tongues dueled again as I reached between our bodies and cupped him through his jeans. I felt him get even harder und Max moaned into my mouth. I moved my hand away, and a disappointed "No!" left Max's throat. I grinned and whispered into his ear: "Shhh... it's just for a moment, you're wearing way too many clothes!" With that I proceeded to remove Max's sweater and his muscle shirt in one motion, then opened his zipper. I reached inside for a quick grab, then I hopped from the dresser to kneel in front of Max and pulled first his trousers and then his boxers to the floor.

He now stood in front of me in all his naked beauty and as always I could hardly believe my luck as my eyes roamed his hard muscled body. His broad chest was heaving while he looked down at me and smiled with all the love he felt for me written in his beautiful face. I caressed his firm ass, his thighs and finally his manhood, standing proudly right in front of me. I heard him gasp as my lips closed over him and I started sucking and licking, while one hand played with his sacks and the other grabbed his butt and caressed the slit between the cheeks. He started to thrust into my mouth and I had to concentrate hard so I wouldn't choke, his hands held my head and he gasped my name over and over again, until he climaxed, shooting his seed down my throat. Oh, I got wet only from giving Max so much pleasure!

He pulled me up and kissed me passionately, enjoying the taste of himself in my mouth. Then he quickly removed my jeans and underpants, before carrying me to the sofa. There he lay me down and started to kiss me all over, beginning at my toes and working his way up, travelling over my whole body, but carefully avoiding the regions where I wanted him most. It was incredible, I was so turned on that I almost climaxed when his tongue brushed the inside of my right elbow! Finally he had enough of the sweet torture and moved his head between my legs. But that was not what I wanted now. "Max," I panted and pulled him up, "Inside of me... NOW!" He grinned and saluted jokingly "Yes Ma'am!", but he was very happy to oblige me.

I felt his hard length against my entrance and opened my legs wider as he braced himself on his arms left and right beside me. Then he pushed and was inside me, the place where he belonged. I sighed happily and crossed my legs behind his back, pushing him even deeper as Max stretched my insides. He responded by kissing me tenderly as the connection between us opened and we felt what the other felt. That's what's so incredible about sex with Max - the way we're able to share our emotions, our thoughts and our passion!  
We started to move in unison, feeling not only our own bodies respond, but also the arousal of the other. My fingers dug into his arms and shoulders and I pushed up against him. Quickly Max's thrusts became less deep and more frantic, as our instincts took over, urging us both onwards until we fell off the edge together, screaming each other's names.

Afterwards I rested my head on Max's strong shoulder and he whispered "I love you" over and over as he lay beside me, his arms protectively around my middle. I stroked his side slowly, our needs satisfied for the moment.  
But as he kissed me, passion ignited freshly and I felt my arousal grow again. Max's cock also hardened and he pulled me against it as our hands started to wander again. With a low laugh Max stood up, causing me to moan from the loss. He took my hand and pulled me to my feet. "Let's move this to someplace more comfortable!" I totally agreed with his proposal but couldn't stop myself from cupping his already quite impressive manhood, causing it to grow even bigger and Max to groan and sweep me off my feet and carry me upstairs, kissing me passionately all the way to his room.

Once there he put my feet on the floor and started to kiss my neck, trailing hot kisses down my chest, circling my breasts before sucking hard on each nipple. I whimpered and tried to hold him there, but he was already on his way down, dipping his tongue in my navel before travelling even further south. His tongue circled my clit and lapped my juices from my wet folds, causing shudders of delight to flow through me. I clutched his head and held him in place - something not really necessary, because Max adored to make love to me like that. His hands caressed my back and I started making little noises in my throat as his teeth gently nipped my clit. His tongue darted between my dripping folds and he began to hum, sending waves of pleasure through my body. I threw my head back and screamed his name as my world exploded again and again. Max simply didn't stop pleasuring me but went on and on until my trembling legs collapsed and I slid to floor where he caught me in a tight embrace, holding me until the waves subsided.

"Wow, Mr. Evans - you're incredibly talented with that tongue of yours..." I laughed into his ear as we finally got to our feet again. He grinned, very pleased with himself and kissed me. "It was my pleasure, Miss Parker!" he said jokingly, but after a quick look over my shoulder he got suddenly serious. "Do you think, you're up to a bit more, hm, unusual fun, my darling?" I was a bit confused about the intense look in his eyes and the serious tone in his voice but also feeling a bit aroused because of it. He kissed me again and I had almost forgotten his question when he suddenly turned me around and began to kiss the back of my neck, his hands travelling over the front of my body. I had my eyes closed, enjoying the feeling of his hard cock pressing into my butt as he whispered urgently: "Open your eyes, Liz!"

As I did so my gaze fell directly on Michael.


	2. Chapter 2

He was standing beside the open window, looking right at me with eyes dark from passion. I froze and wanted to turn to Max, but he held me gently but firmly in place and whispered softly: "I know you dream about him sometimes, Liz - and that's okay, nothing you have to be ashamed of." But I was, I was terribly embarrassed. So Max had known about my dreams, probably through our connection during love-making - but what was Michael doing here? At the same time I felt my arousal grow, my juices flowing. Max was still caressing me and Michael's gaze had something inredibly erotic as it travelled up and down my trembling body.

"You know," Max went on, "he dreams about you, too - always has. Probably only natural, because we've always been so close - and you ARE the most beautiful woman in the world, my love!" His voice was so earnest as he said this, I almost had to laugh at the absurdity of it. But I didn't get a single tone out because now Michael stepped closer, never breaking eye-contact.   
When he stood so close that I could feel his warm breath on my face he said hoarsely :"He's right, you know. I've always wanted you - and right now I want you so badly that it hurts!"   
One of his big, strong hands played with a strand of my hair, the other traced my jawline so tenderly it felt like a butterfly's wing.

And then Michael kissed me.

His kiss was so different from Max's, hungrier and in a strange way filled with anger. But oh my, it was unbelievably arousing! After a moment of surprised passivity I felt myself starting to kiss him back, pushing my tongue into his hot mouth and relishing his taste, a taste uniquely Michael. At the same time as he tightened his grip on my head I wrapped my arms around his waist, pulling him closer to me. He was less muscular than Max, lean yet strong, and I felt his arousal as he moaned into my mouth.

And all the time Max didn't stop caressing me for one moment. His hands played with my breasts while he kissed, licked and sucked every inch of my neck and shoulders, sometimes pausing to whisper "I love you" into my ears. It was an incredible feeling, being surrounded by those two sexy men, feeling their hard bodies press into my soft one, hearing them moan when I moved against their erections...

My hands found their way under Michael's shirt and I explored his back, then sneaked one hand into his baggy pants to caress his butt, while my other hand reached back to stroke Max's manhood that was firmly pressing into my backside. They both groaned and pressed even harder against me, which in turn caused me to exhale sharply, specially when Michael's hand moved cautiously between my legs. He rubbed my clit and slid a finger inside me, moving effortlessly because I was dripping wet.   
My head fell back against Max's shoulder, overwhelmed from feeling four hands and two mouths pleasuring all my sensitive spots at once. Michael's mouth was attached to one nipple, Max's hand to the other, while his lips and tongue were still busy with my neck. Michael's second hand caressed my back and butt and Max traced patterns on my belly. I'd never felt anything as erotic and quickly lost control. I held Michael's head firmly in place, my other arm was wrapped around Max's neck.   
When I exploded I heard myself screaming both their names. They held me and kissed me, the tastes of their mouths mingling in mine, creating an exciting yet confusing mixture.

With difficulty I regained the capacity to speak after a while and said hoarsely: "Michael - take those clothes off!" While he stripped quickly I embraced Max and held him close, stroking his broad back and moving slowly against his erection. "Thank you!" I whispered, all the time enjoying the view of Michael's gorgeous body. Max smiled tenderly and kissed me deeply, causing me to almost forget Michael until I felt him stroke my back. I turned halfway around and kissed him, too, cupping his erection lightly, already feeling myself getting wet again.  
Michael's voice was hoarse as he whispered: "I'd like to taste you, Liz - the way Max did before..." The sound of his voice alone sent shivers down my spine.

I looked around, wondering how we were going to do that in a way that included Max. "Okay, Michael, lie down," I said, my voice shaking. He did as I told him, looking up at us expectantly. I took Max's hands and slowly lowered myself onto Michael's face, trembling in anticipation. Michael started to kiss my folds at once, drinking my juices as if they were wine. For a moment my eyes fell shut, then I got a grip on my self and looked up to Max. His eyes were watching us, drinking in the sight. He was very aroused, licking his dry lips, his hands held mine in a death grip. He would have been happy enough just watching me enjoy myself, but I wanted him to take part. I caught his hot gaze, then deliberately let my eyes travel from his lips over his chest, down his washboard stomach until it rested on his erection. I felt his hands tremble slightly as my mouth closed over his shaft and I started to lick and suck in the rhythm Michael sucked and licked me. It was the most amazing feeling!


	3. Chapter 3

The whole situation was so arousing that I had real trouble keeping my mind on what I did. I felt waves of pleasure spreading from my center over my whole body and I tried to convey these feelings to Max. It seemed to work, because soon he started to lose control, his hips pushing forward. "God, Liz!" he groaned and I felt his climax approaching.   
I was also getting close and couldn't stop myself from grinding my vagina onto Michael's face. His strong hands went to my hips to still my movements as in turn his tongue thrust into my opening and caressed my clit. He started to hum softly, causing me to moan against Max's shaft. That was all Max needed and he exploded into my mouth, calling out my name. Hungrily I swallowed his seed and released his softening erection. He held me close as I felt Michael's tongue flicking over my clit one last time and climaxed. Michael drank my juices as greedily as I had drunken Max's. I don't know what I screamed, because for a moment I lost myself completely in the powerful sensations that shook my body.

When I came to my senses again I slid from Michael's face, still holding on to Max because I didn't trust my legs to carry me yet. I smiled at Michael who looked at me in wonder and licked his lips slowly, as if not believing that he could taste me on them. "Thank you," I whispered, not knowing what else to say.   
He sat up, his beautiful dark eyes still filled with awe and something else - could it be love? I just had to lean over and kiss his sensual lips. Michael's hands caressed my face as he responded eagerly to my kiss and I could taste myself in his mouth, mingled with his very own Michael taste and a faint trace of Tabasco - something that reminded me of Max.

Without breaking the kiss I pulled Max down to join us on the floor. He didn't hesitate and started to place feathery kisses all over my neck, wrapping his muscular arms around me. "I love you, Liz," he murmured in between kisses, making me feel secure and cherished the way he always does. And all the time Michael and I kissed slowly, languorously, his hands in my hair, my arms around his neck, stroking his shoulders and playing with his hair.   
I knew we would have to talk about what had happened eventually - but at the moment everything felt just too good, too right to stop. For once (perhaps the first time in my life) I didn't want to think, be responsible, and "do the right thing", whatever that was - I just wanted to enjoy this fantasy come true.

Already heat began to radiate through my body again, despite everything it had gone through this night. It probably had something to do with being naked between the bare bodies of the two most gorgeous men I knew. Michael's proud erection pressed against my flesh, reminding me that so far all he had done had been pleasuring me without getting anything in return.   
Reluctantly I broke our kiss, causing him to moan at the loss. I couldn't help but smile at the expression on his face, like a boy whose mother had taken away his lollipop. A warm feeling grew inside me at the thought that I, Liz Parker, was that lollipop he craved...

"You know," I said, not only addressing Michael but also Max who stopped to caress me to listen. "I think it's Michael's turn now - don't you think so, too, Max?" Michael inhaled sharply, wetting his suddenly dry lips. I heard Max chuckle softly, a sound that always sends shivers down my spine. "Oh yes, love, it's definitely his turn now! I'm more than glad to just sit back and watch - this has been a VERY exhausting night for me..." I grinned at this comment and turned my head to kiss him, before concentrating on the man kneeling in front of me.  
Michael's hands were resting on my thighs now, caressing my soft skin. His eyes were fixed on my face, burning with pent-up desire. Already I felt wetness gathering between my legs, after all I had experienced tonight my body was overly sensitive. I wouldn't need much, which was good, because Michael probably didn't have much control left. Some drops of pre-cum already glistened on the tip of his hard flesh and impulsively I bent over and licked them away.

Michael's whole body jumped at my touch and a strangled noise escape his throat. "Don't... Liz!" He pulled my head up, his eyes dark with desire. "Please, I want to come inside you?" It was more a question than a request, giving me the opportunity to refuse. But how could I refuse him what I had dreamed of doing for so long? I turned once more to Max who was still behind me, his hands resting on my sides. I met his warm gaze and saw his assent. He encouraged me to do whatever I wanted - and right now I wanted Michael.


	4. Chapter 4

Tenderly I put my hands on both sides of his face and looked into his eyes. What I saw in them made me shiver, his gaze was so intense. Suddenly I knew just what he needed to hear. "Come home, Michael..." I whispered, then I closed the distance between us and kissed him once more. A part of me felt Max help me to lie down, my head in his lap, his hands playing with my hair - but most of my mind was occupied with a sudden flood of flashes from Michael as our kiss grew deeper and his body covered mine. There were different from the ones I got from Max, not as much precise memories but paintings in lively colors - probably because Michael is an artist and just sees the world differently than Max.  
I felt myself floating in a sea of color and Michael's feelings washed over me like waves. I could hardly believe how much he desired me, loved me with an intensity that was almost frightening. What had I done to deserve such deep feelings from not just one, but two wonderful men?

But all conscious thought disappeared as I opened my legs and guided Michael's throbbing manhood inside me. I heard him whisper my name in wonder as he slid deep inside me and suddenly I knew that this was his first time. "Oh, Michael!" was all I could say before he kissed me again deeply. I crossed my legs behind his back and held him close, until I felt that he had savored the feeling of being inside me to the fullest. Then I started to move and he responded, pulling slowly out of me and gliding back inside me. It felt indescribably good and soon our movements matched perfectly, our bodies as much in harmony as our minds.

And all the time my head was in Max's lap and his hands never left me, assuring me that he didn't feel left out. He understood how important this was to me, even as I cried out Michael's name.

Michael didn't have much control left and soon I felt him getting close through our connection. That was all I needed and I felt my inner walls contract around his erection, pulling him with me over the edge. He groaned my name, repeating it like a chant as his seed filled me, cementing the bond between us. I hugged him to me fiercely, not wanting him to slide out of me. I knew he was afraid of crushing me, but I loved the way his body felt against mine, still trembling from the ecstasy we had shared.   
His hair fell over his eyes, wet from sweat, and I moved it out of his face. "You know, Michael Guerin, I love you, too!" I said hoarsely, still awed by the strong feelings he had for me. His face lit up, transforming his normally immovable countenance, although he must have seen my emotions for him already through our connection during love making. I had never seen him look so vulnerable - and never so happy and beautiful.  
At this moment his guard, his stonewall, was completely down and I felt honored by the way he trusted me - and Max. I looked up at my soulmate and we shared a smile that conveyed how moved both of us were by Michael's happiness.

It was Michael who broke the almost solemn mood that had settled over us. "Isn't this getting a bit uncomfortable, Maxwell?" He grinned and looked pointedly at Max's less than comfy position. Max chuckled: "You know, now that you mention it... my legs ARE starting to feel a bit cramped..."   
A bit reluctantly I let go of Michael and sat up to give Max the possibility to move. Slowly he stood and winced as the blood started to flow again. I couldn't help but laugh and Michael joined me as we watched Max trying to keep a dignified composure. Soon he had to laugh too, and although the reason for our amusement hadn't been all that funny we all enjoyed the companionable laughter. It was just what we needed after the intense emotions that had been exchanged.

After our laughter had died down Max helped me and Michael to get up and led me to his bed. "I think we all could use some sleep now," he explained, smiling as I nodded decidedly and didn't waste time to make myself comfortable. I was dead tired - no wonder after all the excitement of that night...  
Max joined me under the cover and embraced me from behind. I noticed Michael standing a bit undecided in the middle of the room and smiled at him, patting the spot beside me. "You coming, Guerin?" With a relieved grin he almost jumped into bed, causing Max, who was already half-asleep with his head against my shoulder, to mutter something in protest. His breath tickled my neck and I smiled contently and closed my eyes. I felt Michael hug me to him and rested my head on his shoulder, enjoying the feeling of being sandwiched comfortably between the two men I loved.


	5. Chapter 5

Some hours later I woke up because a feeling of being watched intruded upon my dream of wonderful sex with Max and Michael. Of course I realized soon that this hadn't been a dream, because when I opened my eyes I caught Michael looking at me asleep in Max's arms. He was propped up on his right elbow and met my still sleepy gaze with a half-smile. "How long have you been awake and watched me, Michael?" I whispered, not wanting Max to awake.   
He avoided my eyes as he answered: "I haven't slept at all..." He sounded a bit as if he was talking to himself and I knew that this was another proof of his trust in me. I was relieved, I had feared he would have re-erected his stonewall overnight. He went on. "For a very long time now I've come to your window to watch you sleep - and I just didn't want to miss the opportunity to have you so near to me. Who knows if I'll ever get this lucky again..." His voice was sad and yet very collected, he seemed to have made a pact with himself to just enjoy what we had shared and not to want more.

I surprised him as I took his face into my hands and just said what came into my head: "I certainly hope I'll have you that near to me more often, Michael..." With that I closed the distance between our faces and kissed him softly on his luscious lips. They were so soft under my touch as my tongue snuck out to caress them teasingly. He responded willingly and opened his mouth, letting our tongues start to dance with each other.   
Soon our kiss grew more heated, our hands started to roam each other's bodies. Michael's hands, that were so big and seemed so rough, touched my sides light as feathers, stroked over my belly down my thighs and caressed my breasts tenderly. They seemed to be everywhere at once, causing me to moan softly into Michael's mouth.   
He broke our kiss and before I could protest his lips started to wander down my body, tasting every inch of skin and leaving trails of fire in their wake. My breath started to come in gasps and I tried to return his attentions, touching every part of his lean body I could reach.

Suddenly I heard a low chuckle from behind me, a sound I was very familiar with and that I found always very arousing. "You couldn't even wait till morning - you two are amazing!" Max stated amused. I turned my head around to face him, despite the tone of his voice a bit anxious how he reacted to the sight of his girlfriend in his best friend's arms. I still didn't know what had prompted him to invite Michael to join us and wanted to make sure he was okay.  
Michael obviously didn't have any such worries, because he only stopped shortly to say with a grin: "Morning, Maxwell - still tired?" Then he went back to his task to explore my body, driving me almost crazy in the process.   
It's very hard to concentrate when Michael Guerin is licking and stroking every inch of your skin - but I did the best I could and looked concerned at Max who hadn't moved from his spot right next to me. I needn't have worried, because when I met his gaze he grinned and winked at me, telling me everything was still okay between us. Then he kissed me and my last doubts dissolved that watching me and Michael hadn't driven him away - the opposite was the case! His kiss was passionate as his tongue parted my lips and thrust deep into my mouth.

I responded eagerly, his kiss in combination with Michael's ministrations almost driving me insane. I grabbed Michael's head, that was currently located on my left breast, with one hand and snuck my other hand down Max's body. I felt his hardness poke into my side, growing harder as I scraped my nails lightly over his nipples. Then I took him firmly into my hands and started to pump his manhood in time with our deep kisses.   
Michael moved down my body, kissing my belly button, but avoiding the spot where I wanted him most. I felt him taste the inside of my knees and stroke my feet and almost climaxed when he took one toe after the other into his mouth.   
My hands roamed Max's body and I pressed him to me, feeling him thrust against my hip in an attempt to relieve the growing tension. His hands were now on my breasts, playing with my hard nipples. I moaned into his mouth and managed to pant: "Inside me, Max - now!"

But he didn't listen to my pleas, although I knew he wanted it as badly as I did. Suddenly I noticed the reason - Michael's fingers had traveled up my legs and finally touched my wet folds. My hips lifted from the bed in an attempt to ease my almost painful arousal. But Michael stilled my movements as his mouth closed over my clit. I cried out his name in pleasure and had to stop kissing Max, who instead began to suckle on my right breast while caressing the other with his hand. Michael drank my juices eagerly and slid first one then two and finally three fingers inside me as I experienced an incredibly intense orgasm. He thrust his finger deep inside me, answering my movements.   
The moment I felt the tremors shaking my body subside, Max changed breast and bit lightly down on my left nipple. At the same time Michael's mouth closed again over my clit and unbelieving I felt myself flying apart again!

When my two "torturers" felt they had reached their goal to reduce me to a mass of trembling satisfied flesh Michael came up my body and they both held me. I decided I could definitely get used to having them both in my bed. I said so and kissed them both tenderly, conveying my feelings to them. They both laughed and Max said between placing teasing butterfly kisses on my neck: "I've always known you're woman enough for two men!" We all burst out laughing.


	6. Chapter 6

After a while of cuddling I felt my strength return and became acutely aware of two hard erections pressing against me. Although both Max and Michael seemed quite content to just hug me and kiss me tenderly now and then I decided it was time for some payback... I just had experienced the most incredible night of passion, opened my heart to Michael Guerin and learned a lot about how far Max was ready to go to make me happy (although I don't think he'd have been able to share me if it hadn't been Michael) - and suddenly I knew just what to do to make this special night perfect!  
I felt my face heat up as a picture formed in my mind - and I had been thinking nothing could make me blush anymore after that night... Well, small town girl Liz Parker was still here, but that certainly wouldn't stop me! I was a woman on a mission!

"What's the matter, Liz?" Michael asked observing curiously the emotions displaying on my face. I didn't answer, just smiled at him as seductively as I could - and with success, because I saw him swallow hard and felt his grip on my arm tighten. I turned my attention to Max who was idly drawing patterns on my stomach and gave him the same smile.   
Max knows me better than Michael, so he knew at once that I had something special planned. His amber eyes turned dark and he had to wet his lips before saying harshly: "Liz! What's going on in that devious mind of yours?"   
"Me, devious? Little innocent me?" I tried to look innocent but failed miserably because I was already aroused just thinking about my plan. So I took the easy way out and simply kissed Max passionately, hoping to get around having to explain my plan - but of course enjoying it tremendously, too. It worked like a charm, probably because Max was already very aroused from our make out session earlier. His tongue thrust deep into my mouth, mimicking what he really wanted to do to me. I got flashes of just what exactly he had in mind and felt as if I was drowning. I almost lost control right then and there, but the feel of Michael's hard manhood against my thigh reminded me of my plan and I interrupted our kiss. It was really very unscientific of me to get sidetracked in the middle of an experiment!

I kissed Michael but was careful not to be carried away again. This was difficult, because Michael's lips just seem to be made for kissing them. So I didn't spent too much time there but moved to his neck to kiss the vein that was pulsing there. He seemed to like that because he let out a low growl that sounded incredibly sexy. I pushed him on his back and ordered him to stay there, then I turned to Max: "You stay here, too!" He seemed to like my decisiveness - his broad chest was heaving and on his erection glistened some drops of pre-cum. I couldn't resist and licked them away, causing Max to gasp.   
I had to fight the urge to take him into my mouth, so I got up quickly and left the bed. Michael called after me "Hey, where are you going, Parker?" but I noticed with satisfaction that he didn't try to get up. It was an exciting feeling to have two gorgeous men following my orders!   
I went to Max's bathroom and found what I was looking for hidden in the drawer where he also hides the condoms. Not that we use them anymore since I went on the pill, but they were still there, hidden behind some towels so his mother and Isabel wouldn't find them.

When I returned to the bedroom I was greeted with a very erotic picture - Michael was still lying on his back, one strong arm resting under his head, the other lying across his stomach while his erection jutted proudly upwards. Right beside him knelt Max, his body more compact than Michael's, with every well defined muscle showing under his smooth skin. I swallowed hard and felt moisture collecting between my thighs at the prospect of joining them in bed.  
Max noticed the jar I was carrying and I saw his eyes widen in surprise. "Liz, is that..." He could hardly speak and he just stared first at the jar of lubricant, then at me. One day he'd confessed to me that he'd bought it, but I hadn't been ready then, so he had just put it into the drawer and said that we could wait as long as I wanted to. I think he didn't expect that I'd ever be willing to use it, so he was indeed VERY surprised. I smiled at him and simply nodded, causing him to swallow and lick his lips in anticipation.

Michael tried to sit up to see what aroused Max so much, but I jumped on the bed and straddled him, whispering: "Your turn to be passive, Mr Guerin!" He flashed his sexy smile at me and seemed very content not to have control for once. Another sign how much he had opened to me and I kissed him deeply, before turning around and motioning Max to sit between Michael's legs. His eyes were dark, almost black and he just cupped my face and started to kiss me passionately. I let my hands wander over his body that I knew so well for a while, then I broke the kiss reluctantly, opened the jar and started to apply lubricant onto Max's straining hard-on. He was watching me with his eyes full of passion and love and after his shaft was slick and glistening he took both my hands into his and kissed my palms tenderly. I kissed him again, our tongues battling, but then I turned back to Michael who'd been waiting patiently.  
His hands were resting lightly on my thighs, his thumbs drawing circles on my skin. I bowed down and caressed his nipples with my tongue, causing him to moan and push my center against his erection. We kissed passionately and his hands wandered to my breasts, caressing them and sending shivers down my spine as I rubbed myself against him.

I felt Max's hot breath on my neck, his hands on my moving hips and his shaft pressing against my backside and I knew it was time to fulfill my fantasy... I rose and lowered myself onto Michael's throbbing manhood, throwing my head back and moaning as he slid home. Max waited until I had adjusted to Michael inside me, then he parted my cheeks and carefully entered me with the tip of his erection. It was a strange feeling, but he was very gentle and even used his powers to ease the discomfort. Slowly, ever so slowly Max entered me until he filled me completely. He stilled and asked anxiously: "Are you alright? I'm not hurting you, am I?" Michael was also watching me worriedly, but I couldn't speak, the feeling of having them both inside me was too overwhelming. I was filled, completed in a way I couldn't have imagined before - it was perfect! Finally I managed to say: "Oh yes - I'm more than alright!"   
I savored the feeling for a bit longer, then I started to move slowly, gasping at the way I could feel both of them moving inside me, moving against each other through the thin hide that separated them.   
They felt it too, because Michael inhaled sharply and looked at me wide-eyed. Max groaned and tightened his grasp on my hips, starting to move also. He glided almost out of me, then came back in, while I did the same with Michael. Soon we found a rhythm and all three of us started to pant. Max sucked on my neck, then I felt one of his hands gliding over my stomach and starting to play with my clit. It just was unbelievably arousing and I felt my control slipping rapidly. Michael was also breathing heavily as he caressed my breasts, his hips bucking involuntarily. Our eyes locked as we both neared the edge, just as Max lost control and pumped into me with quick thrusts, moaning my name into my ear.

Suddenly we all connected and I was flooded with images from both Michael and Max. My arousal heightened - even if I hadn't thought that possible - as I felt their combined feelings and passions wash over me. I had to close my eyes and heard myself scream as I felt Max reaching his climax and emptying himself into me. My body started to contract and Michael climaxed, too, as he felt the muscles around his shaft tighten. I collapsed on top of him and he embraced me fiercely, just as Max slumped against my back. Afraid to crush me and Michael he rolled to the side, pulling me with him. We lay in a heap of tangled limps, not exactly sure where one of us started and the others began... Kisses were exchanged and love words murmured, but slowly we all fell asleep, exhausted from the passion and emotions we had shared.

It's almost noon now - Isabel will come back soon, so after having shared a looong shower (well, understandably enough I got sidetracked...) I kissed Max good-bye and Michael took me home on his motorbike. Have you ever noticed how sexy he looks on it? But then, he always looks sexy... I almost got sidetracked again, but since I didn't want my parents to catch me making out with Michael Guerin I got a grip on myself and just kissed him quickly.  
And now I'm sitting on my balcony and try to figure out how to deal with what has happened. I've relived this incredible night over and over again in my head and feel now the urgent need of a VERY cold shower...   
I have no clue what we're going to do - all I know is that I can't wait for it to happen again!

~ End journal entry ~


	7. Chapter 7

When Maria DeLuca came to pick up her best friend for their planned Saturday night at the local underage club, she noticed at once that something special had happened since they had said good-bye after school on Friday. Liz was positively glowing - it reminded Maria of the time she had fallen in love with Max Evans.

"Come on, girl - spill! What has happened? Don't think you can avoid answering my question by pulling your innocent-little-girl stunt! I know it must be something big... Max didn't propose, or did he?!" Maria was the fastest talker Liz knew - a fact for which she was more than grateful at the moment since her thoughts were spinning. Could she tell her best friend about last night? She was still not sure what consequences it would have, how she would cope with it. Luckily Maria's last question gave her an easy way out.

"Maria, stop babbling, would you! No, Max didn't propose - jeez, we're much too young for that! I mean, he probably will do it - perhaps when we graduate high school. But certainly not now!" Had she managed to divert Maria's inquisitive mind? Probably not, but at that moment her best male friend Alex Whitman arrived and saved her - for the time being at least...  
The three friends went downstairs to Maria's Jetta and drove to the club, intent of having lots of fun. They'd meet their three alien friends and Maria's boyfriend Kyle a bit later at their usual table beside the dance floor.

The two girls went out to dance as soon as they were inside, leaving Alex to guard their table, since he much preferred making music to dancing to it anyway. Liz was still so excited from last night, she felt as if she was floating. Her dancing reflected her feelings, she didn't care a bit about other people (or the fact that the dance floor was almost empty) but danced passionately, swaying sexily to the music. Her mood was catching and Maria couldn't help but join her animated dancing. She still wanted to find out what had caused Liz' euphoria, but she figured it wouldn't take long until Liz betrayed her secret.

Suddenly Maria was grabbed from behind and whirled around. "Wow, baby - that is one hell of a show!" Kyle laughed and kissed his girlfriend. Originally he and Liz had been dating, but after Liz fell in love with Max Maria went to console him. She'd always liked Kyle and soon they'd started dating seriously. Kyle was also a member of the "I know an alien" club and always watched out for his Maria and also for Liz, who had become like a sister to him. He would never let anyone - specially not some aliens! - hurt the two most important people in his life!

Liz watched the two of them, glad that those two dear people had found each other. Suddenly she felt the familiar warmth that always told her when Max was near. But this time it was followed by an erotic shiver running down her spine, as if someone caressed her. She looked up and saw Max standing in the entrance - and behind him stood Michael. Liz felt both of them watching her intently. She couldn't help but smile, overwhelmed by so much love and adoration coming from those two drop dead gorgeous men. What had she done to deserve that?   
Slowly she started to move again, seductively following the rhythm. She saw Max smile his sexy smile and come closer purposefully, while Michael didn't seem to be able to move. His hungry eyes never left her swaying form and he swallowed hard. Liz felt his gaze almost like a touch, travelling over her body. Her lips became dry and her tongue snuck out to wet them - a movement neither Michael nor Max missed.

Max had the advantage of his official boyfriend-status and closed the distance between them. His eyes were a deep gold as he put his hands on her hips and started to move with her. Liz' breath came heavily as she felt his nearness and she pulled him closer to her.   
"Liz..." Max whispered in a rough voice before claiming her mouth with his own. Well, obviously last night had not changed his feelings for her, since she felt his love and longing strong as ever when the flashes started. Their tongues were dueling, mimicking a joining their bodies would have to wait for until later. Max's hardness ground against Liz' soft body, a promise for what was yet to come... "I'll never stop loving you, wanting you, Liz!" Max calmed his love's fears as his hands roamed her back, caressed her buttocks, pressing her sex against him.

Liz felt as if she was flying, she had forgotten completely about the fact that they were in a disco, on the dance floor. She wanted Max desperately - but a part of her missed something... someone. She opened her eyes and quickly found what she was looking for: Michael, who was now standing next to the table where Alex and Isabel were seated. He watched Max and her quietly, without hurt, it was obvious that over the years he had gotten used to being left out. He even smiled a little when he saw her look. When she met his loving eyes Liz came to a decision, even if she was not yet aware of it - they were not going to hide their feelings for each other!

Reluctantly she pulled away from Max, only now noticing that they had entertained the whole club and people were whistling and catcalling. She didn't need to explain her reason for breaking their kiss, he saw it in her eyes and smiled at her tenderly. "My Liz, you're always looking out for others!"   
With that he led her to their table, where Alex and Isabel were grinning widely. "Jeez, get a room, you two!" Alex laughed and put his arm around Isabel's shoulders. It had taken the ice-princess a long time to let Alex be a part of her life, to let him see behind her facade. They were still taking things slow, but when she looked deeply into his gentle eyes it was clear to everyone that they were in love.

Using the preoccupation of her two friends Liz touched Michael's strong hand, shivering from the almost electric current she felt. Their eyes locked and Liz tried to communicate her need, her love for him. It seemed as if she suceeded, because Michael gave her one of his rare sexy smiles, squeezing her hand shortly before releasing it.   
Liz sighed relieved and sat down next to Max, snuggling up to him, pointing Michael to the seat next to her. He followed her lead, positioning himself so that his left leg touched Liz' thigh as if by accident. They both shivered a bit from the contact, acutely aware of every inch of leg that was touching.

Max started to slowly rub Liz' bare arms, causing her to lean into him, resting her head on his broad shoulder. Then his left hand wandered further down, drawing leisurely circles on her stomach before coming to a rest on her sex. He teased her softly, all the time talking to Alex and Isabel about school. A small moan escaped Liz as Michael added to her growing excitement by moving his muscular thigh against hers while seemingly occupied with watching Kyle and Maria dance together. Had they conspired to drive her crazy, Liz thought, feeling her panties getting soaked and trying hard not to look to flustered. She wanted both her torturers so bad, but since that was just not possible right now, she decided to pay them back...

Under the table, hidden from view she took off her right shoe and started rubbing her foot up Michael's leg. She heard him take in a sharp breath and saw his hands, that had been lying relaxed on the table, grab the edge of it. Ha, Liz grinned triumphantly, payback was a bitch!  
But she was intent to divide her attention evenly on both her men, therefore, while still teasing Michael mercilessly, she moved her left hand slowly over Max's thighs, caressing the insides and moving closer to the bulge that she noticed was starting to tent his jeans. She noticed satisfied that Max suddenly had problems concentrating on his conversation as Liz cupped him through his pants, running her nails softly over his erection.

"Fuck, Liz, keep that up and we'll be giving the club a much better show than before!" he managed to grind out between clenched teeth, his hands pulling her closer to him.   
"It's your own fault, Maxie... you and space-boy really should be careful what you do to me!" Liz grinned up at him sexily as she whispered back, all the while keeping up her sweet torture, both on him and Michael, who was now staring at her with pure lust shadowing his eyes.   
Liz felt his gaze like physical contact and swallowed hard. Her panties were soaked and she had troubles remembering where they were and with whom. As it it had a will of its own her right hand snuck over to Michael and trailed a path of pure fire over his groin. She was rewarded with a low growl and a rough: "Stop it, Liz - or else..." Liz shivered once more and, very tempted to find out what he meant, looked at him from under hooded eyes.

Isabel and Alex watched the exchange in confusion, not knowing what to make of it. Alex had the distinct impression that a lot was going on at this table that he had no idea about. He would have to talk with Liz, she was behaving very strangely tonight!   
Isabel wondered what the hell was up with Michael. She had known all along that he had a weakness for her brother's girlfriend, but normally he was able to hide that quite well - while tonight he seemed to be drawn to Liz like a moth to a flame. She only hoped he wouldn't burn himself! What if Max found out...  
Maria who had been dancing with Kyle, enjoying the strangely sexual atmosphere, was distracted from Kyle's tender kisses along her neck, as she saw Liz doing... - what the fuck WAS her best friend doing? It seemed as if she was flirting with Michael, while her boyfriend sat right beside her! Had she gone out of her mind?! Maria knew, like every red-blooded female in her right mind, that Michael was incredibly sexy and that Liz found him attractive as well - but hell, she had Max, every girl's dream of a boyfriend!

At that moment Max's tenuous hold on his self-control snapped and he got up, pulling Liz roughly with him. She had hardly enough time to put on her shoe again, then she had no choice but to follow the love of her life. She quite enjoyed it when Max's primal instincts overcame his normally very controlled self and he didn't have anything on his mind but ravaging her... She considered herself an incredibly lucky girl to cause such an intense response in such a sexy man!  
With a last effort to act normal Liz waved to her staring friends and smiled a bit apologetically. Then her eyes found Michael and she didn't want anything more than that he followed her and Max. She must have communicated her need to him, because his eyes turned almost black with desire and he forgot all caution and got up with a sudden movement to follow Max and Liz out of the club.

Maria hardly trusted her eyes as she saw Michael get up as soon as Max started dragging a more than willing Liz caveman-style from the table. The intense look in his eyes made her shiver and startled she noticed the same look in Michael's. What the hell had gotten into her friends?


	8. Chapter 8

Almost as soon as they were outside the club Max pushed Liz roughly against a wall in a small alley. Before she got the chance to say anything his mouth closed over hers, his tongue plundering inside, causing Liz to whimper and hold onto her out-of-control lover. Their tongues dueled passionately as Max lifted Liz up against his erection. Reflexively she wrapped her legs around his hips, trying to ease the almost painful arousal she felt by rubbing her wet center against the hard bulge in his jeans.

Suddenly they were not alone anymore as Michael's voice penetrated the fog of their arousal. "Mind if I join the fun?" he said roughly, acutely aware of the tightness of his trousers, caging in his raging hard-on.  
Liz stopped kissing Max and turned to smile sexily at her other lover while Max simply moved down to her neck, licking and nibbling his way to her favorite spot under her right ear. This made it very difficult for Liz to form a coherent thought, but somehow she managed to say: "I know we - oh God, Max, don't stop! ...we should talk - but that can wait... Come here - lover!" Her voice turned sultry and she motioned him nearer, the look in her eyes turning him on even more if that was possible.

Their mouths found each other and one of Liz' hands left Max's hair to pull Michael closer, caressing his cheek while their tongues danced and she felt the connection between them open. His hands played with her hair as once more she felt herself getting lost in the warm sea of emotions and colors that was Michael Guerin's inner self. It felt very safe and exciting at the same time and again she was overwhelmed by the love he felt for her - and the all-consuming passion...  
Even as Liz thought it couldn't possibly get any better she felt Max cup her breasts through her top, drawing slow circles over her hard nipples, then again ignoring them completely, causing her to moan into Michael's mouth. Then she felt the cool night air on her breasts as Max bared them to be able to kiss her there thoroughly. She had to break the kiss shortly to be able to breathe as Max bit down on her right nipple gently while still caressing the other with his thumb. Her hips thrust violently against his and one of her hands grabbed Michael's hair roughly while the other moved down over Michael's abs to cup him through his trousers. They all moaned at the same time as hot pleasure washed through each of them.

All at once Liz felt the familiar flashes from Max caressing her mind, showing her incredibly erotic pictures of what exactly Max wanted to do with her. Her boyfriend certainly had a vivid imagination! At the same time she still felt Michael inside her brain and was overwhelmed with love and desire. There was nothing she wanted more than make love to both of them right now, to let them feel how much they meant to her. But this was not the right place, they could be caught any moment. She started to say just that when suddenly Michael's fingers opened her jeans and snuck inside her panties, making coherent thought completely impossible. Who cared about other people anyway?  
Her head fell forward, coming to rest on Max's broad shoulder, as Michael started to caress her wet folds while kissing her neck thoroughly and pressing his lean body against her side. When he touched her clit her whole body shuddered, her legs tightened around Max's hips, causing him to groan.

His hands were not idle either, busying themselves to drive her completely crazy by caressing her spine and cupping her ass and thighs, then again moving to the front to tease her bare breasts. And all the time he whispered sexy nothings into her ear, telling her how much he and Michael loved her and how much they wanted her. Michael's second hand roamed her body as well and sometimes she didn't know who touched what part of her body.  
Liz felt completely helpless, but in a good way... Her two men had her exactly where they wanted her, moaning and shivering with desire. When she felt a scream rising in her throat Michael's mouth closed over hers, swallowing her ecstatic cry as with a sudden movement he thrust first two then three fingers into her. Liz felt herself flying apart violently, bucking against Michael's hand and Max's erection.  
Through the connection the two men felt her orgasm starting to build and at once Max lost control as well, wetting the front of his jeans as he kissed Liz passionately. Michael also felt himself getting close when suddenly one of Liz' hands roughly grabbed his rock hard manhood. That was too much for him and with a strangled "Oh god, Liz!" he climaxed, holding Liz close to him. That way they stood for what seemed like an eternity, before the real world started to intrude once more.

Still trembling Liz slid down Max's body to stand on her own legs again as Michael's hand reluctantly left her panties. She buttoned her jeans and covered her breasts. They looked at each other unbelievingly and had to smile at the ravaged look all three of them sported. That was so unlike them - losing control like that... Liz felt herself blushing as she met Michael's knowing smirk and Max's reddening face.  
Confronted with the choice of either being terribly embarrassed of her actions or laughing them off she started to laugh, causing first Michael then Max to join her. After last night there really was no reason at all to be ashamed! Liz took both her lovers by the hand and started to walk towards Max's jeep. "Come on, guys - let's go someplace a bit more private!"


	9. Chapter 9

Without having to talk about their destination they drove to Michael's apartment as the only place where they would not have to fear interruptions. All three knew that now the time had come to talk - about what had happened, why it had happened, and what they were going to do about it.

When they arrived at Michael's place he told Max and Liz to wait for a sec outside and sprinted inside. Max helped Liz out of the jeep and they grinned at each other in complete understanding. "You know, he's always cleaned up his mess a bit whenever he knew you were coming..." Max smiled down at his love's laughing face, caressing it with the outside of his right hand. "You have no idea what a mess one person can make! Luckily he has a certain advantage when it comes to cleaning..."  
Looking into Max's amber eyes Liz spontaneously stood on her tiptoes and planted a light kiss on his lips. "I love you, Max Evans!" she whispered, before taking his hand and pulling him to the door. "You think it's safe to go in now?" she asked with a mischievous grin.

At that moment Michael's head appeared in the door frame. "Okay - you can come in now. I just... I was not exactly prepared for visitors..." He actually blushed a bit, something Liz found irresistibly cute. She simply HAD to kiss him quickly as she entered his apartment, a move that for some reason made Michael blush harder.   
"Wow, Michael - you've certainly done a very good job here!" And that he certainly had. He had foregone turning on the light but had instead lit candles all over the place, turning his normally bland apartment into a cozy little den. Michael tried hard not to show his pleasure at Liz' admiration and shrugged nonchalantly but ruined the effect when one of his rare smiles lit up his face.  
His eyes met Max's amused gaze and he said a bit gruff: "Well, Max, you're going to stand there grinning all night long or are you gonna come in?"

Finally they were all seated on Michael's sofa. For a while silence reigned as Liz debated with herself how to start the conversation. The fact that once more she was in the middle between two men who had just a short while ago rocked her world made thinking clearly not easier. She was careful not to touch either of them, an attitude they both seemed to understand and share.  
Surprisingly enough it was Michael who broke the silence. "You know I suck at this kind of talk, but... Liz - what are you going to do? About... this situation, I mean." He sounded a bit short tempered, but when Liz met his gaze she saw his love for her shining in his deep brown eyes. She also saw Michael's fear there, fear of being rejected once more, of being denied the happiness he had found during the last 24 hours.

Her heart went out to him and she simply blurted out what went through her mind: "I... don't want this to stop!" Glad she saw Michael's eyes light up and his hand squeezed hers quickly, thanking her silently for not shutting him out again. Liz returned his gesture, then turned to Max, trying to figure out what went on behind his amber eyes. But he seemed to look at her with his usual tenderness and understanding, so she went on, speaking more to Max but without ignoring Michael's presence: "It's not that I was not incredibly happy in our relationship, Max - you know I love you with all my heart! But... last night you showed me that love can be much more, even greater than I had ever imagined when you invited Michael. And now I... I love him, too - I touched his soul and I don't think I want to live without that anymore..." She took Max's warm hand in hers and willed him to believe her. She was sure that he still loved her - but how could he be so generously ready to share her love - and her body - with another man?! "I will be forever grateful that you let me have this wonderful experience - but if it makes you in any way unhappy I don't think I could bear it!"

Max was incredibly touched by Liz' words and the look in her eyes as she pleaded for his and Michael's understanding. He knew that one word from him would make everything go back to the way it was before last night. Liz would be faithful to him - and if she felt as if her relationship with Michael was hurting him she would cut out her heart and end it, no matter how much that hurt. Max's gaze met Michael's over Liz' head and he saw anxiety clouding Michael's dark eyes, but also acceptance of Liz' decision to stand by Max and if it killed her - and Michael - in the process. Max felt a lump in his throat - those two were the most important people in his life and they were ready to sacrifice their happiness for him. The love of his life and his best friend... "How could I do that?" Max spoke out loud what went through his head.

"Liz, your happiness means everything to me! And Michael, do you think I have offered you your heart's desire by inviting you over last night just to take it away from you again?" Max paused and had to chuckle at the relieved and happy smiles both Liz and Michael wore.   
"I know it's strange - but I'm not jealous of what you share! Perhaps it's because I have seen into your soul, Liz, and know exactly that you don't love me less when you love Michael! I mean - if it was anyone else but Michael I would certainly feel different! But Michael, I've known about your feelings for Liz for years! And you've never done anything to fight for her, you've always stood back so I could be happy... How could I envy you your happiness now?"

Tears were shining in Liz' eyes. Max was amazing! She smiled under tears and hugged her love with all her might, feeling his strong arms wrap around her. All she could say was his name, over and over again. Max held her and caressed her silky hair, rocking slightly to and fro. His golden eyes met Michael's and he saw gratitude and happiness shining in them. He nodded at his best friend and held his right hand towards him. Michael grasped it firmly, trying to convey his feelings. He felt a broad grin spread over his face and saw Max return it. Words were not necessary, emotions were all that mattered at the moment. With a nod Max pulled Michael closer, inviting him into their embrace.

Liz felt Michael's lean body envelop hers from behind and found herself once more in her favorite position - sandwiched between the two men she loved!


	10. Chapter 10

Things heated up a short while afterwards, when Michael's hand started to wander toward Liz' middle. To Liz it felt as if his ministrations were leaving paths of fire on her belly and she had to bite back a moan. Michael's fingers opened her trouser zipper and moved on, into her panties. This time Liz couldn't stop the moan escaping her lips and Michael chuckled against the soft skin of her neck as he started to suck and lick the sensitive area behind her ear. He thrust one finger as deep inside her as possible while caressing her clit, loving her responsiveness to his touch.   
Liz couldn't be passive anymore and decided to take action. She rocked her backside against Michael's crotch, eliciting a strangled growl from him, so she kept moving slowly, teasingly. This only aroused her further and hungrily she looked up at Max. She eliminated the space between them by locking her arms behind his neck and kissing him seductively, her tongue following the curved shape of his lips.  
Max groaned and opened his mouth, letting her tongue enter and begin to play with his. His hands travelled down her back, slipping inside her pants and cupping her ass cheeks. Shyly one of his fingers entered her hole, a remembrance of what they had shared the night before.

Liz moaned at the feeling and rocked faster against Michael whose fingers stilled for one moment before thrusting into her again. Liz broke the kiss she still shared with Max to pant: "Way... way too many clothes!" This caused both her lovers to stop their ministrations and quickly strip Liz off her pants, top and underwear with a wave of their hands. Max as well as Michael swallowed as they laid eyes on Liz's beautiful bare body, admiring every curve, every inch of skin and every dark hair. Almost absentmindedly they used their alien powers on themselves as well, all the while staring at her as if they'd never seen anything as wonderful before.   
"Very handy!" Liz smiled as she settled back into the couch, enjoying the view of two very handsome, very naked and very aroused alien men standing in front of her devouring her with their eyes. Liz felt their passionate gazes almost like physical caresses and involuntarily her hands began to roam her body, cupping her breasts, wandering down to dip into the wetness pooled between her legs. Her head fell back as she touched her clit and a low moan escaped her the moment she felt Michael's and Max's eyes rest captivated on her fingers and heard their ragged breaths.

That was too much for Michael and he knelt before Liz, capturing her lush lips with his own. Their tongues dueled passionately for dominance and Michael's hands went to cup Liz' breasts, playing with her nipples as he rocked his erection against her leg, seeking release. Suddenly he felt Liz' right foot come up and caressing his straining hard-on, going down the shaft, around his balls and up again. Where the hell had she learned that? To Michael it felt as if he could come only from this.  
Max felt his arousal almost painfully jutting up against his hard stomach and his hands unconsciously went around it, slowly starting to jerk himself off. But then Liz caught his gaze and, neither breaking her kiss with Michael nor her "foot massage", winked at him, moving two fingers in and out her wet opening. Max groaned and he almost fell onto his knees between Liz' open legs. He stilled Liz' busy hands and placed one on Michael's body, the other on his own shoulder - but not before he had licked every single finger clean of her juices, causing Liz to moan loudly into Michael's mouth. Then Max's mouth closed over Liz' center, drinking her juices and thrusting as deep inside her as his tongue could. His hands held her hips still as they started to buck uncontrollably so he could enjoy his feast.

Liz felt herself come apart as Max continued eating her and Michael's hands moved over her body, touching every sensitive spot in their reach, always coming back to her breasts. His mouth left hers and moved down her neck, paying attention to her favorite spot there, then moved to her nipples, sucking on them alternately. Her right hand was tangled in Michael's soft hair, holding him against her; her other one was grabbing Max's head, trying to get him even closer.   
All the time her tiny foot never stopped to move along Michael's hardness. He felt his balls tighten, signaling his nearing release. He just had to kiss her deeply before he felt his world explode. Liz followed Michael into the abyss shortly afterwards, when Max bit down lightly on her clit and hummed softly against it, knowing exactly what he did to her. Feeling Liz come apart under his lips was one of the best things he knew and only a little surprised he felt his own climax approach from just pleasuring her that way... Afterward he stayed in place, lapping off all her juices until he felt her calm down. Then he moved up her body to have her kiss him, tasting herself in his mouth.

During his climax Michael had slid to the ground and rested his head against Liz' thigh, feeling her hand still in his hair, caressing him lightly. He looked up and exchanged a smile with her. Then his gaze fixed on Max's chest smeared with semen and he grinned mischievously, if a bit tired. "Looks as if you've managed to mess yourself up again!"   
Max just chuckled and responded with a pointed glance at Michael's couch, where most of Michael's cum had landed. "Well, it's not MY furniture so I was just being considerate..."   
All three of them broke into laughter and decided it was time to move to the bedroom after cleaning themselves up a bit.

Liz was just about to suggest they'd take the shower together as suddenly someone rang the door bell and Maria's voice could be heard through the door. "Michael - have you seen Liz?" Liz groaned - she'd completely forgotten about the deal with her best friend: Maria was to make sure that Liz was home on time in order to avoid more trouble with her parents because of Max.   
The three teenagers looked at each other and it was Max who put their thoughts into words: "Well, we wanted to be honest about our relationship - seems as if honesty starts now..."


	11. Chapter 11

Michael's face mirrored his mixed feelings as he quickly put on his pants and went to the door. Sure, he was incredibly glad that Liz wanted him to be a part of her life, that she loved him (at this thought a smile lit up his features) and that Max was okay with it - but facing Maria was not something he wanted. That girl had such a... penetrating voice - he just hoped she wouldn't freak completely!

Still hesitating a bit Michael opened the door and let Maria in. To be exact, Maria stormed into the apartment before he could say anything, stood as tall as she could and started to talk, emphasizing every phrase by stabbing him into the chest: "You certainly were weird tonight, Michael! I mean, I know you have a crush on Liz - I'm not blind! - but she's your best friend's girlfriend and you were practically drooling over her the whole time! And somehow I get the feeling that something happened between you that Liz didn't tell me - where is she, by the way? I know you know it - don't you try stonewalling me, Michael Guerin!" Slowly Maria started to take in her surroundings and noticed the candles and Michael's ravished and half-clothed appearance. Her mind came to the obvious conclusion and her eyes went wide: "You... are you having an affair with my best friend and she didn't tell me?!"

With this she pushed Michael to the side and went into the living room, where she stopped abruptly as she saw not only Liz but also Max sitting on the couch, looking both just as flushed and hurriedly dressed as Michael. For the first time in her life Maria didn't know what to say, so she just stared at the picture in front of her, swallowing when Michael joined them on the sofa.   
Liz finally broke the silence: "Well, looking at your face it seems as if you've figured out by yourself what has happened..." Maria still stared at her, her face unreadable and Liz began to feel uncomfortable. "I... I love them both, Maria. It has only been one day, but I just can't be without either of them. So, please - say something, I'm starting to be worried..."

Maria blinked and suddenly came back to life. With a wide grin she said what came to her mind: "Well, girl - I always admired your taste in men... But are you sure you can handle two horny alien lovers?" She enjoyed the astonished looks on the faces in front of her. "It's not such a big surprise - now that I think about it you three WERE pretty obvious in the club. Michael's feelings for our little Lizzie here were also not exactly secret for a best friend with an excellent Lizdar... And of course as best friend it was my duty to know about Liz's nightly adventures in dreamland with spaceboy here. So, you see - no reason to freak at this little ménage à trois..."

Liz felt extremely relieved at her friend's reaction. Not that she expected Maria to seriously make a fuss, but she was glad that she took it so well. She got up and hugged her best friend tightly. "I'm sorry I didn't tell you before, but I was just so confused and didn't really know how we would handle the whole situation..."  
Maria hugged her back "No worries, chica... as long as I get an exact account of how this all happened! But now say bye to your lovers - your parents will kill you if you're late again. And straighten your dress, you look a mess - specially with your top the wrong way around!"  
Laughing Liz obeyed Maria. "I have to work tomorrow - why don't you two stop by sometime?" she asked Max and Michael, barely waiting for them to agree before kissing Michael, savoring his taste, his soft lips once more. Maria interrupted them all too soon: "Girl, as much as I enjoy watching this - we should get going..." Reluctantly Liz broke away and kissed Max, again fighting the temptation to simply melt into his embrace. But her parents...

Maria resolutely pulled her away, waving goodbye to the two men who hardly had time to wave back before the two girls were out the door. Max looked at Michael and started to grin: "She's something, isn't she?" Michael grinned back: "Maria? Yes, I must admit I didn't think she would let us off this easily." "Well, that was probably because it's 1:55 and they have to be home in five minutes - but I have the feeling she has only postponed all her witty comments and will tease us relentlessly for probably the rest of our lives..." "Yeah, I can just see her lying in bed thinking about things to say..." For some reason that struck them both as incredibly witty and they started to laugh, collapsing on the sofa. Whenever one of them seemed to calm down he would look at the other and begin to laugh again.

After a long while they both quieted down a bit, resting comfortably on the couch, their bodies leaning towards each other. "Wanna crash here?" Michael asked when he had caught his breath again. Max nodded. "That's what I told my parents anyway - I was kind of hoping on another night like the last one..."   
They both smiled at the memory before realizing what just the pictures they had of last night did to their bodies. Michael looked at Max, who was comfortably resting against his shoulder, seemingly unaware of the bulge in his jeans.

The atmosphere changed, became charged with desire as their eyes locked. "When are we going to tell Liz about - us?" Michael asked, his voice thick with lust. Max's eyes reflected his own arousal as he answered: "I wanted to tell her tonight - but then Maria interrupted..." Their faces were so close that they almost touched and they were both breathing heavily. "I know we didn't want to do this anymore until we told her - but I don't know if I can, Max..." Max nodded as his fingers seemed to develop a life of their own, caressing Michael's cheek, sliding around his neck to play with the soft hair on the back of his head. "God, I know! It's so hard sometimes... loving two people like that and not wanting to hurt either one..."

Michael's voice was hardly more than a whisper but it was loaded with emotion: "I'm hurting, Max - hurting for you... Since that night in your room when we kissed I've wanted you - no, already before that... just as I've always wanted Liz. And I'm so happy that she accepted me last night and I would die before hurting her - but I don't think I can live without your touch much longer!" Michael stood up, putting some distance between himself and his best friend, his leader, his love before he did something they had vowed not to do.  
Max closed his eyes to stop himself from taking Michael then and there. He wanted him so much it hurt - but the love they both felt for Liz stopped them from following their feelings behind her back.

He had always loved Michael but had pretended that it was nothing more than brotherly affection that made him want to hug his friend, care for him, protect him with his life if necessary.   
Until Wednesday night when Michael had once again crashed on the floor in Max's room, something that didn't happen that often anymore since Michael had his own apartment. Although he hadn't admitted it to himself Max had missed those nights when they shared a room and he could hear Michael's deep breaths, feel his strong presence so close to him, see his dark form sprawled out on the floor.   
That night Michael had had a nightmare and Max had woken up from hearing his friend make terrified noises. In an instant he had been at Michael's side, holding him closely against his chest.

Michael had held onto him with all his strength, his head spinning from Max's closeness. What was happening? Being close to his best friend was not supposed to have such an effect on him! He was in love with a girl, with Liz - the girlfriend of the man who held him, making soothing noises and stroking his hair.   
He had tried to get away, break the embrace and flee out the window, but Max wouldn't let him. Their gazes locked and Michael's breath had caught when he say Max's eyes looking at him with so much passion. Molten gold had met deep brown and suddenly lips had touched, hands groped and hips moved against each other. A connection had opened between them, revealing all the feelings that had been hidden for so long. But at the same time they had seen the love they both felt for Liz and had broken away, Michael ashamed of wanting Max's girlfriend, Max shocked at almost cheating on Liz with his best friend.

But since the connection so completely revealed everything they felt they had begun to talk about how they were going to deal with it. Finally they had agreed on first trying to see how Liz would react to Michael, if the dreams Max knew she had of his best friend were an indicator of deeper feelings. And they wouldn't give in to their love and passion for each other until they had told her and knew that she would be okay with it. Max was positive that Liz would not only open her heart to Michael but would also understand what Max and Michael shared.  
So Max stood up from the couch as well and went to get his jacket. "I think it's probably better for both of us if I go home..." Michael only nodded, rubbing his eyes in order to be able to think clearly again. "Yes, I don't think I could survive a night with you so close without doing anything about it!"

They shared a last look full of longing, before Max left. "Night, Michael - everything is going to be okay!" "Yeah - sleep well, Max..."   
Then the door closed behind Max and Michael was alone in his apartment. Without bothering to undress Michael just fell onto his bed, suddenly exhausted after all that had happened. "I just hope you're right about Liz's reaction, Max..." he whispered before falling asleep hoping to dream of the two people he loved.


	12. Chapter 12

Liz, Michael and Marie all had to work at the Crashdown on Sunday, so naturally the rest of the gang was there as well. Isabel noted with interest that some strange things were going on.  
Max was watching Liz with hungry eyes - nothing new there - but he also seemed to throw Michael intense looks at every opportunity. And Maria was a bit more nervous than usual and had obvious difficulties to look Max, Liz and Michael in the eyes, sometimes blushing furiously as if she had remembered something embarrassing.

Isabel was determined to get to the bottom of this and had decided on cornering Max, since he was the easiest target. She got up and went to the bathroom, trying to decide on the best strategy. But on her way back to the table she peaked into the break room - and what she saw there made everything fall into place:  
Michael had Liz backed up against the lockers and they were kissing passionately, their bodies grinding hard against each other. They had obviously done this before, because they seemed awfully familiar with one another.

Cold rage filled Isabel as she stood there, frozen in place, unable to look away. How could Liz, how could Michael do this to Max? And yet, for some reason their embrace seemed right, as if it was supposed to be that way... Isabel shook her head angrily - it was NOT right, it was wrong, all wrong and she had to tell Max now!  
But before she could storm outside she felt a familiar hand on her shoulder, ushering her into the break room, and heard Max's calm voice say: "Emm, guys - as much as I hate to interrupt... But you have company!"   
Isabel's eyes went wide. Why wasn't her brother shocked? And if he had already known about this - why had he not broken up with Liz?

Michael and Liz broke apart, staring at Isabel, embarrassment coloring their cheeks. Liz struggled to button her uniform and Michael adjusted his pants, studiously avoiding Isabel's eyes. But Isabel noticed that he held Liz to him protectively.  
Max was seemingly the only one completely undisturbed. He just chuckled and said drily: "We haven't done a very good job hiding so far...First Maria and now Is - and it's only been two days!" Now Isabel understood even less, if that was possible.

But Max, sensing her confusion, patted her shoulder soothingly: "It's okay, Is. I'm sorry you found out that way - but Michael and Liz are in love as well." Isabel opened her mouth to ask him why the hell he was so calm about his girlfriend and his best friend being in love, when Max effectively shut her up by going over to the couple. He said "And I'm completely okay with that!" and proceeded to kiss the living daylights out of Liz while Michael still held her in his arms and bent to kiss Liz's neck tenderly.

"Okay, okay - I've seen enough! Stop it!" Isabel managed to say after a while. When the three in front of her didn't seem to show any signs of stopping she repeated her words louder - too loud it seemed, because it brought both Alex and Kyle into the break room. If she had not still been in shock, the looks on their faces would have made Isabel laugh - but as it was she just shook her head: "Don't ask me - I just walked in on them!"

It was Maria who broke them up. She came in, clapped her hands crisply and said: "If you three think that I'm going to do all the work alone you are _so_ wrong! If you don't stop right now I'm outta here - and you can see how you cope with the customers!" This finally got the threesome's attention and they broke apart, blushing at the complete loss of control in front of all their friends.

"Well, at least you all know about us now..." Liz said a bit weakly, just glad that she felt both Max's and Michael's hands on her back, reassuring her. Otherwise she could just as well have died on the spot from embarrassment. But knowing that she was not alone, no matter what, made her feel a lot better and she even managed a trembling smile, searching her friends' faces for their reactions.

Isabel, who had had the longest time to adjust, cleared her throat and smiled back at three of the people she loved most in the world. "I... I don't pretend to understand completely what kind of... arrangement you three have. But of course I've always kind of known of Michael's feelings for Liz, so I'm just happy that he gets the happiness he deserves without breaking Max's heart."   
Alex and Kyle nodded, still a bit shocked, but Alex managed to go over and hug Liz, saying: "You know I love you, no matter what strange things you do... I mean, I've accepted that there are aliens, I'm even dating one - so why should this little thing here shock me?" He grinned and the tension still tangible in the room dissolved completely as Kyle said: "Yeah, what he said!"  
This earned him an elbow from Maria, so he amended quickly: "Except for the 'dating an alien' part of course!" This made them all laugh and things went back to normal - for a while at least...


	13. Chapter 13

The three lovers didn't have a chance to spend any bigger amount of time together for the next week, school and different duties kept them apart for anything longer than lunch break. And all they managed to do when they found themselves alone for a change were some deep, almost desperate kisses.

Liz found herself really missing being close to both of her lovers. Surprising how normal the whole situation already felt to her - how she didn't catch herself feeling guilty anymore, when she dreamed of Michael, or of Max, or of them both. This was just the way it was, and her heart told her without doubt that this was right.

But still, in the quiet hours before she fell asleep alone in her bed, Liz couldn't help but think about how this whole relationship would function. Would it always be the three of them, or would Max and Michael sometimes want time with her alone? And what about her own need for solitude?

Also, she simply couldn't shake off the feeling that the whole thing was somehow unbalanced, that there was a link missing, something vital, that would complete their triangle of love. But what could that be?

Finally it was Friday night and Maria dropped Liz off at Michael's place - a fact completely unknown to Liz' parents of course.

"You know, my Christmas gift should better be fantastic, chica! And don't do anything I wouldn't do - although I think, it's already to late for that advice..." Maria giggled hysterically and shoved Liz out of the car, winking at her exaggeratedly.

Liz chuckled and opened the door with the key Michael had given her earlier in the week. She thought of calling out, but she could smell something delicious and decided that she really wanted to see how her two men were going about the cooking.

So she peeked around the corner and saw Michael standing at the stove, stirring something. Music was playing and he was rocking his hips to the beat. Max was moving around the room, setting the table for the three of them, doing funny little dance moves and singing along.

They were laughing and joking, looking very comfortable with each other. Liz simply stood there, feeling strangely touched by the domestic scene.

Now Michael swatted Max on the butt with a towel. "Stay away from the stove, Maxwell!"

"Oh sure - wouldn't want to disturb the great chef!" Max laughed and laid a hand on Michael's arm.

Their eyes met and Liz heart skipped a beat as she saw something pass between them, a simple intimacy that was so full of love and trust that Liz could almost feel it under her skin.

It was beautiful to look at.

"Hey..." she said quietly, smiling into their surprised faces with all the love she felt for them both. "I think we should talk."

Max and Michael exchanged a glance that plainly showed that they were afraid that Liz would end it all. Max even opened his mouth to explain, to say something to change her mind, but Liz didn't give him time.

"Wait - I just need to say something, and then we can eat, okay?"

Relief painted both handsome faces and they relaxed visibly. Michael motioned them to the couch and they sat down, Liz in the middle.

Memories of the last time they had sat here flooded all three of them, but Liz pushed the warm thoughts back - now was not the time to lose her head!

She looked left and right, taking Michael's hand and lying her other hand onto Max's thigh. Then she took a deep breath, reminding herself that really there was nothing to be embarrassed about, not after everything that had happened.

"The thing is - I really love you both, and although just a week ago I'd never have imagined it, I can't see myself living without either one of you."

Both Max and Michael moved to answer this, but she cut them off: "But... I also think that the whole thing is somehow incomplete, the way things are now."

She noticed the look exchanged over her head, and tightened her grip on both of them.

"It's too much centered on one person - me. There's too much imbalance in it, too much danger of someone feeling left out if the center would shift just a bit."

Another deep breath. Liz almost wished that one of them would read her mind and finish what she was saying, but she also knew that she had to say it for them to actually believe her.

"I actually didn't know a solution to this - until I came here tonight." She looked up, catching first Max's, then Michael's eyes, before looking intently at her feet. "I saw you. Saw you together."

Startled gasps from both sides, but Liz ignored them. "And I just knew that that's the solution - for the two of you to love each other the way you both love me and I love you back. That way we'd be a real triangle instead of two persons circling around a third one. And because we all love each other equally there wouldn't be this danger of losing balance."

Liz finished and waited for one of them to say something, do something - just react in any way, giving her a sign that she hadn't imagined things.

**Author's Note:**

> I got quite a lot of grief for all the smut (and the threesome) on ff.net - darn those teenies who simply ignore all warnings! I began to write this while I was fascinated by Roswell's first season - but with Season 2 I began to lose interest in the show. Also, you might notice the slash influence in the last couple of chapters. :)
> 
> _Apologies, this story is on an indefinite hiatus and can be considered discontinued._


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